DEF 14A of LTC Properties Inc, Apr 15, 2025

DEF 14A of LTC Properties Inc

Filed Apr 15, 2025 · FY20240001558370-25-004834

Open on EDGAR

  1. Board Composition as of December 31, 2024

    Board Composition as of December 31, 2024

  2. Board Composition as of December 31, 2024

    | Board Member | Occupation | Committee Memberships | | | | | Independent | | | | AC | CC | ESGC | IC | NCGC | | | Bradley J. Preber Director since 2024 | Former Chief Executive Officer, Grant Thornton LLP | ◆ | ◆ | ◆ | ◆ | ◆ | X | | Cornelia Cheng Director since 2021 | Independent Consultant | ◆ | ◆ | ◆ | ◆ | ◆ | X | | David L. Gruber Director since 2023 | Capital Markets and Investment Consultant, Venture Visionary Partners | ◆ | ◆ | ◆ | ◆ | ◆ | X | | Boyd W. Hendrickson Director since 2005 | Former Chief Executive Officer, Skilled Healthcare Group, Inc. | ◆ | ◆ | ◆ | ◆ | ◆ | X | | Wendy L. Simpson Director since 1995 | Executive Chairman of the Board of Directors, LTC Properties, Inc. | | | | | | | | Timothy J. Triche, MD Director since 2000 | Director, Center for Personalized Medicine, Children’s Hospital, Los Angeles | ◆ | ◆ | ◆ | ◆ | ◆ | X |

  3. Board Composition as of December 31, 2024

    AC – Audit Committee CC – Compensation Committee ESGC – Environmental, Social, and Governance Committee IC – Investment Committee NCGC – Nominating and Corporate Governance Committee ◆ Member ◆ Chairperson

  4. Board Composition as of December 31, 2024

    | LTC PROPERTIES, INC. | 2 | 2025 PROXY STATEMENT |

  5. Compensation Practices

    | What We Do | What We Do Not Do | | ◆ All members of our Compensation Committee are independent. ◆ Executive officers have double-trigger change in control arrangements. ◆ Clawback policy and employment agreements for executive officers provisions provide our company with recourse in the event of material non-compliance with a financial reporting requirement that leads to any restatement. ◆ Restricted stock awards with long-term vesting periods provide executive officers with an incentive to make decisions that contribute to the long-term performance of our company. | ◆ No pledging or hedging of our stock by directors or executive officers. ◆ No excise tax gross-ups upon a change in control. |

  6. Required Vote and Recommendations

    Required Vote and Recommendations As described under “Majority Voting” on page 70 of this proxy statement, a majority of the votes cast is required for the election of each director in an uncontested election, which is the case at the 2025 Annual Meeting. A majority of the votes cast means that the number of votes cast FOR a nominee must exceed the number of votes cast AGAINST that nominee. For purposes of the vote on Proposal 1, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will count toward the presence of a quorum for Proposal 1. Properly executed and unrevoked proxies will be voted FOR the Board’s nominees unless contrary instructions or an abstention are indicated in the proxy.

  7. Required Vote and Recommendations

    | LTC PROPERTIES, INC. | 7 | 2025 PROXY STATEMENT |

  8. Required Vote and Recommendations

    | Information About Director Nominees Cornelia Cheng | Director since 2021 | Age: 57 | | Reason for Nomination: Ms. Cheng’s Board-level ESG experience, financial services leadership across several roles, companies and industries, including health care and REITs, and extensive debt capital markets knowledge, qualify her to serve on the Board of Directors of LTC. | | | | Background: Ms. Cheng is an independent consultant. From April 2022 to November 2023, Ms. Cheng was the Managing Director, Western Region, for MGG Investment Group LP (“MGG”). In that role, she was responsible for originating, underwriting and managing senior debt, unitranche, mezzanine and minority equity investments. She was also a member of MGG’s ESG Committee. Prior to joining MGG, Ms. Cheng was Managing Director, Western Region Investments, for Brightwood Capital Advisors, LLC (“Brightwood”), a direct lending fund, between August 2019 and April 2022. In that role with Brightwood, Ms. Cheng focused on a range of debt and minority equity growth capital across five industry verticals: Health Care Services, Business Services, Technology/Media/Telecom, Franchising, and Transportation & Logistics. Prior to joining Brightwood, Ms. Cheng served as an independent consultant between January 2019 and August 2019. Ms. Cheng also has held various financial leadership positions for Prudential Capital Group, CIBC World Markets, and First Interstate Bank. Other Directorships: Ms. Cheng is on the Board of Directors of the Los Angeles Chapter of The Association for Corporate Growth where she chairs the Diversity, Equity and Inclusion Committee, co-chairs the Diversity, Equity and Inclusion taskforce, and is on each of the Executive, Communications, and Contents Committees. | | |

  9. Required Vote and Recommendations

    | David L. Gruber | Director since 2023 | Age: 55 | | Reason for Nomination: Mr. Gruber’s service as an independent director of LTC since his appointment in July 2023 and his multi-decade investment banking and capital markets experience, qualify him to serve on the Board of Directors of LTC. | | | | Background: Mr. Gruber has been a capital markets and investment consultant at Venture Visionary Partners since February 2024. Previously, until retiring in December 2022, he had a 25-year career with KeyBanc Capital Markets (“KeyBanc”) including as Managing Director, Head of Equity Capital Markets. At KeyBanc, he also chaired and was a member of its Equity Commitment and Capital Commitment Committees. His responsibilities at KeyBanc included involvement in corporate finance, the structuring and execution of various equity products, as well as governance, compliance, and risk management. Other Directorships: Mr. Gruber is a member of the advisory board for Cleveland Central Catholic High School in Cleveland, Ohio, and has served on numerous nonprofit organization boards. | | |

  10. Required Vote and Recommendations

    | LTC PROPERTIES, INC. | 8 | 2025 PROXY STATEMENT |

  11. Required Vote and Recommendations

    | Jeffrey C. Hawken | Age: 66 | | Reason for Nomination: Mr. Hawken’s forty years’ experience in the commercial real estate industry, including more than two decades as an executive officer overseeing operations of a public REIT, qualify him to serve on the Board of Directors of LTC. | | | Background: Mr. Hawken served as Executive Vice President and Chief Operating Officer of Kilroy Realty Corporation (“KRC”), an NYSE-listed REIT, from its inception as a public company in January 1997 through July 2020. In that capacity, Mr. Hawken was responsible for overseeing KRC’s overall operations, including asset and property management functions, legal affairs and served on its investment committee. During his tenure at KRC, he also had oversight responsibilities for leasing, acquisitions and dispositions, insurance risk management and human resources. Prior to KRC’s initial public offering, Mr. Hawken served in a similar capacity for Kilroy Industries and was responsible for the management and operations of its real estate portfolio and served on its acquisitions and executive committees. Mr. Hawken joined Kilroy Industries in 1980 after graduating college. Mr. Hawken is a licensed Real Estate Broker in the state of California. Other Directorships: Mr. Hawken serves on the Executive Committee at the University of Southern California Lusk Center for Real Estate. | |

  12. Required Vote and Recommendations

    | Bradley J. Preber | Director since 2024 | Age: 65 | | Reason for Nomination: Mr. Preber’s forty years’ experience in financial and executive positions, including leadership of a public accounting firm, including responsibilities for risk assessment and cybersecurity oversight, and his ability to serve on our Audit Committee and as an audit committee financial expert, qualify him to serve on the Board of Directors of LTC. | | | | Background: Mr. Preber was Chief Executive Officer of Grant Thornton LLP from June 2019 to August 2022. He also was on the Board of Directors of Grant Thornton from 2014 through 2022, including as its Chairman, from December 2018 to June 2019. While at Grant Thornton, he served on its Risk Committee and International Technology and Innovation Committee. Prior to becoming Chief Executive Officer of Grant Thornton, he led its Risk Advisory Services practice. Prior to joining Grant Thornton, he held roles in other national audit, tax and advisory firms, including as a partner responsible for accounting, financial reporting and controls. He also has been a member of the Center for Audit Quality since June 2019. Other Directorships: Mr. Preber is a director and Chair of the Audit Committee of The Plaza Group, and a director for Dine Development Company, both private entities. Since January 2025, Mr. Preber has served as a director of PKF O’Connor Davies, an accounting and advisory firm. Since January 2021, Mr. Preber also has been a Trustee for the University of New Mexico Foundation. | | |

  13. Required Vote and Recommendations

    | LTC PROPERTIES, INC. | 9 | 2025 PROXY STATEMENT |

  14. Required Vote and Recommendations

    | Wendy L. Simpson | Director since 1995 | Age: 76 | | Reason for nomination: Ms. Simpson has served as a senior executive officer of LTC for more than two decades, including currently as Executive Chairman. Ms. Simpson brings a deep understanding of our company’s historical and current business and financial operations, and is able to lead the Board of Directors in anticipating and responding to key company developments, challenges, and opportunities. These factors qualify her to serve on the Board of Directors of LTC. | | | | Background: Ms. Simpson was appointed Chairman of the Board of Directors of LTC in August 2013, and has served as our Executive Chairman since December 2024. She also served as Chief Executive Officer from March 2007 to December 2024, President from October 2005 through May 2020, Chief Financial Officer from July 2000 through March 2007, Treasurer from January 2005 through March 2007, and Chief Operating Officer from October 2005 through March 2007. She also was Vice Chairman of the Board from April 2000 through October 2005. | | |

  15. Required Vote and Recommendations

    | Timothy J. Triche, MD | Director since 2000 | Age: 80 | | Reason for nomination: Dr. Triche’s current and past executive and director experience with other health care companies, and his background in the health care industry, qualify him to serve on the Board of Directors of LTC. | | | | Background: Dr. Triche has been director of the Center for Personalized Medicine at Children’s Hospital Los Angeles since July 2010, and previously was Chairman of the Department of Pathology and Laboratory Medicine at Children’s Hospital Los Angeles. He has also been a professor of pathology and pediatrics at the University of Southern California Keck School of Medicine in Los Angeles since 1988. Other Directorships: Dr. Triche is on the Board of Directors of Avrok Biosciences, a private biotechnology company, and NanoValent Pharmaceuticals, a private nanotechnology company. He is the Chairman of the Board of Directors and Chief Medical Officer of InteroOme, a private company he founded. | | |

  16. Required Vote and Recommendations

    | LTC PROPERTIES, INC. | 10 | 2025 PROXY STATEMENT |

  17. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Compensation for the Board of Directors currently consists of quarterly fees and periodic equity awards. One member of the Board, Ms. Simpson, is employed by our company and therefore is not entitled to receive additional compensation for her services as director. Compensation information relating to Ms. Simpson is included in the discussion and tables related to executive compensation.

  18. Director Compensation for the Year ended December 31, 2024

    Director Compensation for the Year ended December 31, 2024 The following table presents information regarding the compensation earned by, or paid to, non-employee members of the Board for their services in 2024:

  19. Director Compensation for the Year ended December 31, 2024

    | | Fees Earned or | Stock | | | Name | Paid in Cash | Awards(1) | Total | | Cornelia Cheng | $107,000 | $110,000 | $217,000 | | David L. Gruber | 98,000 | 110,000 | 208,000 | | Boyd W. Hendrickson | 125,000 | 110,000 | 235,000 | | Bradley J. Preber | 67,000(2) | 110,000 | 177,000 | | Timothy J. Triche | 107,000 | 110,000 | 217,000 |

  20. Director Compensation for the Year ended December 31, 2024

    | (1) Please see “Equity Awards” below for the aggregate number of stock awards and option awards outstanding at year end. The Stock Awards reflect the fair value on the grant date of the stock awards and option awards granted. Under U.S. generally accepted accounting principles (“GAAP”), compensation expense with respect to stock awards and option awards granted is generally recognized over the vesting periods applicable to the awards. For a discussion of the assumptions and methodologies used to value the stock awards and option awards granted, refer to Note 11. Equity of Notes to Consolidated Financial Statements included in our company’s 2024 Annual Report on Form 10-K. |

  21. Director Compensation for the Year ended December 31, 2024

    | (2) Represents fees paid to Mr. Preber from his appointment in May 2024 through December 31, 2024. |

  22. EQUITY AWARDS

    EQUITY AWARDS Directors participate in the 2021 Equity Participation Plan, which permits the Compensation Committee to grant non-qualified stock options or restricted common stock to directors from time-to-time. In 2024, the Compensation Committee granted 3,179 shares of restricted common stock at $34.60 per share to each continuing and new non-employee director serving on the day of the 2024 Annual Meeting, which was approximately $110,000 of grant value. The following table presents the number of outstanding and unexercised option awards, and the number of unvested shares of restricted common stock held by each of our non-employee directors on December 31, 2024.

  23. EQUITY AWARDS

    | | | Number of Unvested | | | | Shares of Restricted | | | Number of Options | Common Stock | | Name | Outstanding | Outstanding(1) | | Cornelia Cheng | — | 3,179 | | David L. Gruber | — | 3,179 | | Boyd W. Hendrickson | — | 3,179 | | Bradley J. Preber | — | 3,179 | | Timothy J. Triche | — | 3,179 |

  24. EQUITY AWARDS

    | (1) Vests on the earlier to occur (a) May 22, 2025, the one-year anniversary of the original date of award, or (b) the date of the next annual meeting of stockholders. |

  25. EQUITY AWARDS

    | LTC PROPERTIES, INC. | 12 | 2025 PROXY STATEMENT |

  26. EQUITY AWARDS

    | ◆ | | Corporate governance documents and Board committee charters are available on our website at https://ir.ltcreit.com/governance-documents and https://ir.ltcreit.com/commitee-charters | | ◆ |

  27. Consideration of Director Nominees

    Consideration of Director Nominees The Board, through its Nominating and Corporate Governance Committee (“NCGC”), is responsible for selecting director candidates to be nominated and appointed. The NCGC consults with the Co-Chief Executive Officers for candidate recommendations and considers stockholder recommendations. Periodically, at the Board's request, the NCGC reviews the requisite skills and characteristics needed based on the current Board composition. As part of its review, the NCGC considers whether the composition of the Board reflects the appropriate balance of independence, sound judgment, business specialization, technical skills, diversity, and other desired qualities. The NCGC seeks to have a Board of Directors with a diversity of background and experience and considers, among other criteria, the following:

  28. Consideration of Director Nominees

    | ◆ | The primary consideration is the current need for additional Board members with specific skill sets to fill vacancies or expand the Board's size. |

  29. Consideration of Director Nominees

    | ◆ | The Board encourages the selection of directors who align with corporate goals and fulfill the Board's responsibility to stockholders. |

  30. Consideration of Director Nominees

    | ◆ | Prospective candidates must demonstrate the capacity to dedicate sufficient time, energy, and attention to fulfill their duties as Board members, including active participation in Board and committee meetings. |

  31. Consideration of Director Nominees

    The Committee does not have a specific policy with regard to the consideration of diversity in identifying director nominees.

  32. Business Overview

    FFO and FAD are used by our company as supplemental measures of operating performance. FFO excluding non-recurring items, and FAD excluding non-recurring items allows management to compare our company’s operating performance against other REITs and across time periods on a consistent basis. These are non-GAAP metrics. For more information about FFO excluding non-recurring items, FAD excluding non-recurring items, debt to enterprise value, and annualized adjusted EBITDAre, refer to the non-GAAP reconciliation in Appendix A to this proxy statement. Further, performance data provided by our independent compensation consultant both at the start of 2024 and in early 2025 showed that our financial operating performance was well above the median of our peers for return on invested capital, return on assets and return on equity, which all were in the upper quartile of our peer group.

  33. Business Overview

    We seek to closely align the interests of our executive officers with those of our stockholders. We have structured our executive compensation program to support this alignment, with a majority of our total compensation delivered through annual bonuses, as well as performance and time-based equity incentives. Our long-term equity incentive awards consist of contingent performance stock units (“PSUs”) and restricted common stock awards (“RSAs”). On December 31, 2024, we completed our long-term management succession plan as Ms. Simpson became our Executive Chairman and Ms. Shelley-Kessler and Mr. Malin were promoted to the Co-CEO position. There were no special compensation actions taken in 2024 to recognize this transition. Highlights of our executive compensation program for 2024 reflect salary and total direct compensation amounts that were near the median for the Executive Chairman during the year while she operated as our CEO and that were below the median for the Co-CEOs who were operating as Co-President and Chief Financial Officer (Ms. Shelley-Kessler) and Co-President and Chief Investment Officer (Mr. Malin) during most of 2024:

  34. Business Overview

    | ◆ | The 2024 bonus plan was 50% based on 2024 diluted FAD excluding non-recurring items adjusted to include $4.1 million of one-time income from former operators and $2.8 million of rental income received in connection with the sale of two properties, and excludes the effect of equity issuances during 2024 (“Adjusted FAD”). The inclusion of the one-time income in the performance assessment was to reward executives for the negotiation efforts resulting in the receipt of additional income. Also, the exclusion of the effects of the equity issuance from the performance assessment was due to inherent dilution of using equity as a source of capital. |

  35. Business Overview

    | ◆ | The Co-CEOs’ 2024 equity grant values were increased so that the Co-CEO’s target total compensation in 2024 was at median. Equity grant value for all three NEOs remained 50%, contingent on a positive three-year total stockholder return (“TSR”) targeted to 22.5%. |

  36. Business Overview

    | ◆ | Equity awards during 2024 had grant date fair value as reported in the Summary Compensation Table that was approximately 50% contingent on our three-year TSR, with a requirement that TSR is 22.5% over three years for absolute TSR performance stock units and that our TSR over three years exceeds the 55th percentile of the applicable TSR peer companies for relative TSR performance stock units to earn at least target. The Co-CEO’s 2024 equity grant value was set at median of peer data available to the Compensation Committee at the time. |

  37. Executive Compensation Program Philosophy and Objectives

    | Our executive compensation program may be summarized as follows: ◆ An executive’s salary, bonuses, incentive compensation and other benefit programs should reflect their role, our company’s performance, and the executive’s individual performance and effort. ◆ Compensation should provide a financial interest in our company that parallels the financial interests of our stockholders. | ◆ | | | ◆ We endeavor to ensure that the compensation programs for our executives are effective at attracting and retaining the key executives responsible for our success, and are administered to support the long-term interests of our company and our stockholders. ◆ Through the oversight of the Compensation Committee, we seek to align total compensation for executive management with our overall performance, as well as the individual performance and role of each executive. | | | ◆ |

  38. Executive Compensation Program Elements

    | Annual bonuses | | Reward company performance and individual performance. We believe annual bonuses should be linked to individual performance and to our company’s performance as a whole, and where practicable, should be related to variables under our management’s control. The target bonus is set in the first half of the year, and actual bonuses are scored at the end of the year, after performance is known. | | Long-term equity incentives | | Align executives’ financial interests with those of our stockholders. We believe that long-term compensation should motivate and reward the creation and preservation of long-term stockholder value through both price increases and dividends. Long-term equity incentives typically vest over multiple years to reward performance over one or more years, or based on achieving certain performance targets. | | Severance | | Severance protections consistent with the industry. We believe that providing our executives with severance and other benefits upon termination of employment or change in control is consistent with the severance protections offered by similar companies, and is an integral part of total executive compensation. The rationale for providing severance if there is no change in control is to ensure smooth officer transitions with a release from claims against our company. The rationale for providing severance for termination following a change in control is to neutralize an executive’s interest in ongoing personal employment in the event that the Board determines it is in our stockholders’ best interest to sell our company. |

  39. Benefits

    Benefits With limited exceptions, the Compensation Committee’s policy is to provide benefits to executive officers that are substantially the same as those offered to other officers of our company at or above the level of vice president. Except for the health insurance benefits described in “Severance and Other Benefits Upon Termination of Employment or Change in Control” and the supplemental medical insurance described below, the employee benefits programs in which our executive officers participate (which provide benefits such as medical, dental and vision coverage, life insurance protection, and the 401(k) savings plan) are generally the same programs offered to all of our full-time employees. Our officers at the level of vice president and above are eligible to participate in a supplemental medical insurance program which reimburses participants up to a maximum of $10,000 per year for eligible out-of-pocket medical expenses, such as primary insurance co-payments, deductibles, and certain elective medical procedures not covered by the employee’s primary insurance policy.

  40. Dividends

    Dividends Our named executive officers receive dividends on restricted common stock awards, and accumulate dividend equivalents that are paid in cash upon vesting of earned performance stock unit awards (no dividends are paid for performance stock unit awards that are not earned). Dividends for 2024 paid on restricted common stock are disclosed under All Other Compensation in the 2024 portion of the Summary Compensation Table, and dividend equivalents are included in the grant date fair value of the PSUs.

  41. COMPENSATION RECOVERY AND Clawback

    | ◆ | The bonus was issued within three years preceding the restatement. |

  42. COMPENSATION RECOVERY AND Clawback

    | ◆ | The bonus was calculated and awarded pursuant to a specific financial formula. |

  43. COMPENSATION RECOVERY AND Clawback

    | ◆ | The bonus would have been diminished based on the restated financial results. |

  44. Minimum Vesting Period

    Minimum Vesting Period All of the equity awards to our executives as approved by the Compensation Committee are subject to a vesting period of three years, whereas RSAs vest ratably over three years and PSUs cliff-vest after three years to the extent earned, or one year for RSAs awarded to Directors.

  45. Tax Withholding

    Tax Withholding We permit our employees and directors to elect to withhold shares of stock to satisfy their tax withholding requirements upon the vesting of restricted stock and performance stock units.

  46. Compensation Consultant

    Compensation Consultant The Compensation Committee retained Frederic W. Cook & Co., Inc. (“Cook”) as an independent compensation consultant to evaluate new executive compensation programs and compensation methodologies. Cook has conducted a comprehensive review of our company’s executive compensation programs and provided a report of its review to the Compensation Committee as described under “Executive Compensation Review” below. The Compensation Committee references the Cook report in making executive compensation decisions. After review and consultation with Cook, the Compensation Committee determined that Cook is, and was, an independent advisor and there is, and was, no conflict of interest.

  47. Executive Compensation Review

    | ◆ | Assisting with the development of a peer group for compensation comparisons, consisting of publicly traded REITs with total assets, enterprise value, and FFO generally similar to our company, and with a broad focus on health care REITs or REITs that have a triple-net business orientation and/or tenants that are commercial businesses. |

  48. Executive Compensation Review

    The late 2023 Cook peer group used for 2024 compensation decisions at the start of the year included 19 REITs that are focused on health care REITs, supplemented by triple-net REITs as that is the other characteristic that defines LTC. The size range for the peer group focused on enterprise value, and was approximately $0.8 billion to $14.4 billion as of December 31, 2023, with a median of $3.7 billion only direct health care REIT competitors in the upper end of the range, and non-health care triple-net REITs closer to LTC in enterprise value. The Compensation Committee believes that this reflects both the market for NEO talent, similar investors, and a reasonable industry group for pay and performance comparisons:

  49. Annual Cash Bonus Incentive Plan

    Annual Cash Bonus Incentive Plan Our Annual Cash Bonus Incentive Plan provides an annual incentive bonus for selected executives in which each participating executive has a range of incentive opportunities (threshold, target and maximum with linear interpolation between all three fixed points), defined as a percentage of base salary. Annually, the Compensation Committee selects the participants in the plan and establishes performance goals. For 2024, Ms. Simpson, Ms. Shelley-Kessler and Mr. Malin had the following range of bonus opportunities:

  50. Annual Cash Bonus Incentive Plan

    | | Bonus Opportunity as a % of | | | | | Base Salary | | | | Executive | Threshold | Target | Maximum | | Wendy L. Simpson | 101.25% | 135.0% | 236.25% | | Pamela J. Shelley-Kessler | 75.0% | 100.0% | 175.0% | | Clint B. Malin | 75.0% | 100.0% | 175.0% |

  51. Annual Cash Bonus Incentive Plan

    Bonuses under the 2024 bonus program were earned based 50% on the financial performance of our company and 50% on the Compensation Committee’s subjective evaluation of both individual and our company performance. Financial performance was measured using diluted funds available for distribution, excluding non-recurring items, adjusted to include $4.1 million of one-time income from former operators and $2.8 million of rental income received in connection with the sale of two properties and exclude the effect of equity issuances during 2024 (“Adjusted FAD”).

  52. Annual Cash Bonus Incentive Plan

    | LTC PROPERTIES, INC. | 45 | 2025 PROXY STATEMENT |

  53. Annual Cash Bonus Incentive Plan

    For purposes of the Annual Cash Bonus Incentive Plan, Adjusted FAD, including the means of calculating it, is disclosed in Appendix A to this proxy statement. The Board may adjust the Adjusted FAD component to reflect the pro forma impact of changes to our company’s capital structure, strategic changes and other items, at the Board’s discretion, that were not contemplated at the time of adoption of the performance goals. The subjective component in 2024 was set at the level funded by Adjusted FAD after considering whether factors such as individual performance, and rental and mortgage interest income collection were out of step with the Adjusted FAD formula. The committee determined that the actual Adjusted FAD achieved in 2024 funded 109% of target performance under the formula based on achieving actual Adjusted FAD of $2.83 per share. The committee also determined that the 50% that is funded for the achievement of qualitative factors should be funded at 109% of target for Ms. Simpson, Ms. Shelley-Kessler and Mr. Malin, and this qualitative score resulted in actual bonus of 109% target. The following table summarizes each metric and its relative weighting, the approved 2024 performance goals at threshold, target and maximum levels, and actual performance achieved. Based on the degree of goal achievement, the bonus formula for the year resulted in a payout of 109% of target for Ms. Simpson, Ms. Shelley-Kessler and Mr. Malin.

  54. Annual Cash Bonus Incentive Plan

    | | | | | | | % of | | | | | 2024 Performance Goals | | | Performance | Target | % of | | Metric | Weight | Threshold | Target | Maximum | Achieved | Achieved | Payout | | Adjusted FAD | 50% | $2.75 | $2.82 | $2.90 | $2.83 | 100.35% | 109% | | Subjective Performance for Ms. Simpson | 50% | Compensation Committee Determination | | | Above Target | 100.35% | 109% | | Subjective Performance for Ms. Shelley-Kessler and Mr. Malin | 50% | Compensation Committee Determination | | | Above Target | 100.35% | 109% | | | | | Total bonus as a % of target | | | | 109% |

  55. Annual Cash Bonus Incentive Plan

    The Compensation Committee evaluated the subjective performance component for the year considering other real estate investment trusts’ results and the success of the leadership transition at the end of the year. The target bonus allowed under the subjective component was awarded as a result of the Company’s 2024 accomplishments and investments, which help position our company for future long-term growth. See 2024 Transaction History and 2024 Portfolio Management above for further discussion of our 2024 activities. Based on the Adjusted FAD performance achieved that funded 50% of the bonus at 109%, and the sense that other qualitative performance was above-target, total bonus funding was approximately 109% of the qualitative target. The Compensation Committee approved the following payouts under the Annual Cash Bonus Incentive Plan:

  56. Annual Cash Bonus Incentive Plan

    | | Wendy L. | Pamela J. Shelley- | Clint B. | | Metric | Simpson | Kessler | Malin | | Adjusted FAD | $634,922 | $306,250 | $306,250 | | Subjective Performance | 634,922 | 306,250 | 306,250 | | Total Bonus Earned | $1,269,844 | $612,500 | $612,500 |

  57. Long-Term Equity Incentives

    Long-Term Equity Incentives The long-term incentive program remained 50% time-vested and 50% based on the performance of our stock and TSR. Prior to 2024, the earn-out of the performance stock units were exclusively based on increasing TSR over four years, with the ability to earn shares after three years if TSR was high enough. Beginning in 2024, the Compensation Committee added Relative TSR PSUs (“rTSR PSU”) to the program to recognize that it is possible to over- or under-perform the market in a manner that is not reflected by the Absolute TSR PSUs (“aTSR PSU”) that only required positive TSR improvement. The Committee grants rTSR PSUs to reward the creation of long-

  58. Long-Term Equity Incentives

    | LTC PROPERTIES, INC. | 46 | 2025 PROXY STATEMENT |

  59. Long-Term Equity Incentives

    term stockholder value in excess of alternative REIT investments that our stockholders could make. rTSR PSUs made up approximately 50% of the performance-based annual equity awards and approximately 25% of the total grant date dollar value of each Named Executive Officer’s 2024 annual equity award. The remaining 50% of the performance-based annual equity awards and approximately 25% of the total grant date dollar value of each Named Executive Officer’s 2024 annual equity award was in aTSR PSUs that required a minimum level of absolute TSR over three years to be earned. This mix of long-term incentive awards was continued in 2025. Long-term incentives are granted to align the executives’ financial interests with those of our stockholders and are in the form of RSAs, PSUs and stock options. Awards are made on an individual basis and are not granted at any pre-determined time during the year, though 2024 awards to the named executive officers were granted in mid-February 2024. RSAs typically vest ratably over a three-period and are generally subject to the individual executive officer’s continued employment. The 2024 aTSR and rTSR PSU awards are earned over a three-year performance period with the number of shares earned dependent on our TSR over the applicable performance period. The aTSR PSU awards granted prior to 2024 are earned over a three-year performance period, subject to the ability to accelerate earnout if three-year performance is high enough, with the number of shares earned dependent on our TSR over the applicable performance period. The 2024 aTSR PSU awards are measured over three years, without any ability to continue earning after four years. The level of long-term incentive compensation is determined by the Compensation Committee based on an evaluation of competitive factors in conjunction with total compensation provided to each individual executive officer. The relevant weight given to each of these factors varies from individual to individual. We do not have an exact formula for allocating between cash and non-cash compensation, nor do we have a policy for allocating between long-term and currently paid-out compensation. The grant date of an equity award is typically the date the Compensation Committee approves the equity award. The grant date may also be a future date from the date of approval as specified by a Board resolution. In no instances has the grant date been retroactive or prior to the date the Compensation Committee approved the equity award. For long-term incentive awards in the form of stock options, the exercise price is the closing price of our company’s stock as reported by the NYSE on the grant date. The Compensation Committee has not and does not time the granting of equity awards to coincide with any favorable or unfavorable news. Under the 2021 Equity Participation Plan, awards that may be granted include stock options (incentive or non-qualified), stock appreciation rights, RSAs, PSUs, and dividend equivalents. The 2021 Plan is administered by the Compensation Committee which sets the terms and provisions of the awards granted under the plan. Incentive stock options, stock appreciation rights, RSAs, PSUs, and dividend equivalents may only be awarded to officers and other full-time employees to promote our long-term performance, and specifically to retain and motivate management to achieve a sustained increase in stockholder value. Non-qualified stock options, stock appreciation rights, RSAs, PSUs, and dividend equivalents may be awarded to non-employee directors, officers, employees, consultants and other key persons who provide services to us. In 2024, the Compensation Committee used RSAs and the performance-contingent equity in the form of rTSR and aTSR PSUs as the key form of long-term equity incentive awards provided to our executive officers. The Compensation Committee approved equity awards to the Executive Chairman, Co-Chief Executive Officers, and Chief Financial Officer for their service in 2024 in the first quarter of the year, prior to the official succession event at the end of the year. There were no additional 2024 equity awards provided upon the leadership transition at the end of 2024. In approving the equity awards, the Compensation Committee took into consideration the executives’ historical performance, leadership, potential succession, and contributions, total ownership levels and the value of equity delivered historically, the market positioning of the executives’ pay and our company’s desire to retain the executives by providing a meaningful long-term incentive award to each executive which is aligned with stockholder interests.

  60. Long-Term Equity Incentives

    | LTC PROPERTIES, INC. | 47 | 2025 PROXY STATEMENT |

  61. Long-Term Equity Incentives

    The Compensation Committee increased the grant values of Ms. Shelley-Kessler and Mr. Malin in recognition of the potential succession event in which they became Co-CEOs at the end of 2024, while the grant value of Ms. Simpson was not increased to recognize that she may become Executive Chairman at the end of the year. On February 13, 2024, the Compensation Committee granted RSAs which vest ratably over a three-year period from the grant date and were 50% of the 2024 total long-term incentive value. The following table sets forth the 2024 grant values and number of RSAs granted:

  62. Long-Term Equity Incentives

    | | RSA | Number | | | Grant | of RSA | | Named Executive Officer | Value | Granted | | Wendy L. Simpson | $1,475,000 | 48,014 | | Pamela J. Shelley-Kessler | 750,000 | 24,414 | | Clint B. Malin | 750,000 | 24,414 | | Caroline Chikhale | 340,000 | 11,068 |

  63. Long-Term Equity Incentives

    For the aTSR PSU awards, which were 25% of the total equity value, the Compensation Committee approved specific grant values to be awarded to the named executive officers, and the number of shares was determined by dividing the approved grant value by the fair value per share on the date of grant calculated using the Monte Carlo model. The following table sets forth the grant date fair value of the aTSR PSUs granted on February 23, 2024:

  64. Long-Term Equity Incentives

    | | | Target | | | PSU | Number | | | Award | of PSU | | Named Executive Officer | Value | Award | | Wendy L. Simpson | $737,500 | 24,534 | | Pamela J. Shelley-Kessler | 375,000 | 12,475 | | Clint B. Malin | 375,000 | 12,475 | | Caroline Chikhale | 120,000 | 3,992 |

  65. Long-Term Equity Incentives

    The aTSR PSUs granted in 2024 can be earned between 0% and 200% target based on LTC’s cumulative TSR performance through February 28, 2027 (3-year performance period). Dividends for outstanding PSUs are accrued in the form of cash during the performance period and are distributed if and when the underlying shares are earned (dividends accrued on unearned/forfeited PSU shares are forfeited). We calculate cumulative TSR as the increase in our stock price over the performance period, starting on the date of the award, assuming dividend reinvestment and measured using the trailing twenty (20) trading-day average price of our common stock immediately prior to the end of the performance period, divided by our stock price on the date of the award. The 20 trading-day period is used at the end of the performance period to minimize the impact of volatility and point-to-point variation. The Compensation Committee selected the TSR performance metric to reward management for increasing TSR for stockholders. Under the 2024 aTSR PSU design, payouts range from 0% to 200% of target, based on the schedule below:

  66. Long-Term Equity Incentives

    | | | Payout % | | | Cumulative | of Target | | Growth Requirements | 3-year TSR | Share Granted | | Below Threshold | <9.3% | — | | Threshold | 9.3% | 50.0% | | Target | 22.5% | 100.0% | | Maximum | 40.5% | 200.0% |

  67. Long-Term Equity Incentives

    | LTC PROPERTIES, INC. | 48 | 2025 PROXY STATEMENT |

  68. Long-Term Equity Incentives

    For the rTSR PSU awards, which were 25% of the total equity value, the Compensation Committee approved specific grant values to be awarded to the named executive officers, and the number of shares was determined by dividing the approved grant value by the fair value per share on the date of grant calculated using the Monte Carlo model. The following table sets forth the grant date fair value of the rTSR PSUs granted on February 23, 2024:

  69. Long-Term Equity Incentives

    | | 2024 | | | | rTSR | Target | | | PSU | Number | | | Award | of PSU | | Named Executive Officer | Value | Award | | Wendy L. Simpson | $737,500 | 22,174 | | Pamela J. Shelley-Kessler | 375,000 | 11,275 | | Clint B. Malin | 375,000 | 11,275 | | Caroline Chikhale | 120,000 | 3,608 |

  70. Long-Term Equity Incentives

    The rTSR PSUs granted in 2024 are earned and vest based on our relative total stockholder return compared to other REITs in an objective sample over a three-year performance period starting on the date of grant and ending on the three-year anniversary of the grant. The rTSR PSU measurement begins using a 20-day average closing price for both LTC and for the REITs in the relative TSR peer group (measured using the closing price on the 20 trading days prior to the grant). Relative TSR, including dividends, is measured over the subsequent three years and the ending calculation measures the TSR for the 20 trading days for both the Company and the Relative TSR peer group REITs. The rTSR PSU peer group consists of other REITs selected in an objective manner. The REIT sample consisted of all executive compensation peer group REITs, as well as all other US-based, publicly traded, industrial, office and healthcare REITs with market capitalization above $100 million as of November 30, 2023. The rTSR PSU comparison peer group is a different, broader set of companies than the executive compensation peer group to recognize that similar REIT investments may not be exclusively sourced from companies that we compete with for executive officer talent (although all of the executive compensation peers are included in the TSR comparison peer group). Each executive’s target number of TSR Units granted in 2024 are earned and vest for achieving a TSR percentile ranking at the 55th percentile relative to the applicable TSR peer companies. If our TSR percentile ranking relative to the applicable Relative TSR peer companies is less than the 25th percentile (the threshold level), then all Relative TSR Units are forfeited, while if we achieve a TSR ranking at or above the 85th percentile relative to the applicable Relative TSR peer companies (the maximum level), then 150% of each executive’s target number of TSR Units will be earned and become vested. Between 0% and 150% of the target number of Relative TSR Units can be earned based on the schedule below, with linear interpolation between points:

  71. Long-Term Equity Incentives

    | | Relative | Payout % | | | TSR vs. TSR | of Target | | Growth Requirements | Peer Group | Share Granted | | | <25th Percentile | — | | Threshold | 25th Percentile | 50.0% | | | 40th Percentile | 75.0% | | Target | 55th Percentile | 100.0% | | | 70th Percentile | 125.0% | | Maximum | 85th Percentile | 150.0% |

  72. Long-Term Equity Incentives

    If our TSR is negative over the performance period, then the number of TSR Units eligible to become vested is capped at 100% of target to recognize that in such event, while our TSR may have exceeded the 55th percentile of our peers, our stockholders would not have realized a positive TSR on an absolute basis for this period. The rTSR PSUs become eligible to vest based on our relative TSR performance but are also subject to a vesting condition based on the executive’s continued employment through the last day of the applicable performance period.

  73. Long-Term Equity Incentives

    | LTC PROPERTIES, INC. | 49 | 2025 PROXY STATEMENT |

  74. Long-Term Equity Incentives

    Dividends for outstanding rTSR PSUs are accrued in the form of cash during the performance period and are distributed if and when the underlying shares are earned (dividends accrued on unearned/forfeited PSU shares are forfeited). The aTSR PSU awards granted prior to 2024 are earned over a four-year performance period with the number of shares earned dependent on our TSR over the applicable performance period. The four-year performance period may be accelerated to three years if three-year TSR performance is high enough to fund the maximum PSU earnout after three years. Dividends for outstanding aTSR PSUs are accrued in the form of cash during the performance period and are distributed if and when the underlying shares are earned (dividends accrued on unearned/forfeited PSU shares are forfeited). The cumulative TSR is calculated as the increase in our stock price over the performance period, starting on the date of the award, assuming dividend reinvestment and measured using the trailing twenty (20) trading-day average price of our common stock immediately prior to the end of the performance period, divided by our stock price on the date of the award. The 20 trading-day period is used to minimize the impact of volatility and point-to-point variation. The aTSR PSU awards granted prior to 2024 can be earned between 0% and 200% target based on the schedule below:

  75. Long-Term Equity Incentives

    | | Cumulative | Accelerated | Payout % | | | 4-year | Cumulative | of Target | | Growth Requirements | TSR | 3-year TSR | Share Granted | | Below Threshold | Less than 4.1% | Less than 3.0% | — | | Threshold | 4.1% | 3.0% | 50.0% | | Target | 21.6% | 15.8% | 100.0% | | Maximum | 46.4% | 33.1% | 200.0% |

  76. Long-Term Equity Incentives

    PSUs previously awarded in 2021 were eligible to vest in 2024 pursuant to the formulaic provision for accelerated payout. Performance for the 2021 PSUs was below the minimum TSR threshold, and these PSUs did not vest in 2024. The following table sets forth the 2021 awards and 2024 payout of PSUs based upon the accelerated cumulative TSR:

  77. Long-Term Equity Incentives

    | | Target | | | | Number | Number | | | of PSU | of PSU | | | Awarded | Vested | | Named Executive Officer | in 2021 | in 2024 | | Wendy L. Simpson | 26,162 | — | | Pamela J. Shelley-Kessler | 12,767 | — | | Clint B. Malin | 12,767 | — | | Caroline Chikhale | 4,186 | — |

  78. Long-Term Equity Incentives

    | LTC PROPERTIES, INC. | 50 | 2025 PROXY STATEMENT |

  79. Long-Term Equity Incentives

    Additionally, PSUs previously awarded in 2020 to the named executive officers were eligible to vest in 2024 based on TSR performance. The cumulative TSR during the performance period was not enough to vest any 2020 PSUs in 2024 so the unvested awards were forfeited under the formula. The following table sets forth the 2020 awards and the 2023 and 2024 payout of PSUs based upon the accelerated cumulative TSR.

  80. Long-Term Equity Incentives

    | | Target | | | | | Number | Number | Number | | | of PSU | of PSU | of PSU | | | Awarded | Vested | Vested | | Named Executive Officer | in 2020 | in 2023 | in 2024 | | Wendy L. Simpson | 25,010 | — | — | | Pamela J. Shelley-Kessler | 12,205 | — | — | | Clint B. Malin | 12,205 | — | — | | Caroline Chikhale | 3,601 | — | — |

  81. eQUITY GRANT PRACTICES

    eQUITY GRANT PRACTICES Our company does not currently grant awards of stock options, stock appreciation rights, or similar option-like awards as part of its compensation program. Equity awards are not granted at any pre‑determined time during the year, though awards in 2024 and other recent years to executive officers have been granted in mid-February. The Compensation Committee has selected this time period for review of executive compensation because it coincides with executive performance reviews and allows the Compensation Committee to receive and consider fiscal year financial information available at that time. Restricted stock awards to our non-employee directors typically occur on or near the date of the annual meeting of stockholders. The timing of restricted stock and other equity awards in connection with new hires, promotions, or other non-routine grants may be tied to the event giving rise to the award (such as an employee’s commencement of employment or promotion effective date), and in other cases such grants may be awarded at the same time with other annual grants to executive officers and non-employee directors. We do not time the disclosure of material nonpublic information, or the granting of equity awards, for the purpose of impacting the value of executive compensation.

  82. Severance and Other Benefits Upon Termination of Employment or Change in Control

    Severance and Other Benefits Upon Termination of Employment or Change in Control The employment agreements with certain executive officers of our company provide severance and other benefits upon termination of employment or a change in control of our company. We believe that we need to provide key executives with severance protections that are competitive with those offered by companies similar to ours. The severance protections we have provided the named executive officers are consistent with our compensation objective to attract, motivate and retain qualified key executives. We believe that severance should be payable to key executives if their employment is terminated for any reason, except for a termination for cause or a voluntary resignation without a good reason. The severance benefits we extend to our executive officers upon such an occurrence is intended to help compensate them during a period of expected unemployment in the event of a termination without cause. We also believe that severance should be payable to our key executives in connection with a change in control transaction. A change in control creates uncertainty regarding the continued employment of the executives. We provide severance in the event of a change in control to alleviate concerns of key executives about their own job security if the Board determines that it is in the best interests of stockholders to sell our company. The severance benefits we extend to our executive officers upon such an occurrence are intended to encourage the executives to remain employed by us during an important time when their prospects for continued employment following a change in control transaction are often uncertain. Our current practice for change in control severance follows a “double-trigger” approach. Ms. Simpson’s, Ms. Shelley-Kessler’s, Mr. Malin’s and Ms. Chikhale’s employment agreements contain double-trigger change in control provisions for both cash severance and equity acceleration. A severance payment obligation arises only if a change in control occurs and the executive’s employment is

  83. Severance and Other Benefits Upon Termination of Employment or Change in Control

    | LTC PROPERTIES, INC. | 51 | 2025 PROXY STATEMENT |

  84. Severance and Other Benefits Upon Termination of Employment or Change in Control

    terminated for any reason, except for a termination for cause or a voluntary resignation without good reason (as defined in the employment agreements), within a 24-month period after the change in control. Additionally, upon the circumstances described above regarding termination of employment or change in control, we have agreed to provide health insurance benefits to each named executive officer for a period of 18 months from termination of employment or 24 months for certain forms of termination resulting from change in control. None of the employment agreements with our executive officers provide for lifetime benefits. Also, none of the employment agreements with our executive officers provide for “gross-up payments” to offset taxes due for severance or other benefits upon termination of employment or change in control.

  85. Compensation Risk Assessment

    | ◆ | The Compensation Committee exercises discretion in determining cash bonuses and equity awards to each executive officer. |

  86. Compensation Risk Assessment

    | ◆ | Cash bonus awards are capped at 175% of target. |

  87. Compensation Risk Assessment

    | ◆ | Awards of restricted stock with long-term vesting periods provide executive officers with an incentive to make decisions that contribute to long-term performance of our company. |

  88. Compensation Risk Assessment

    | ◆ | Our Compensation Recovery Policy and provisions in our executive employment agreements provide our company with recourse in the event of material noncompliance with a financial reporting requirement that leads to a specified restatement. |

  89. Compensation Risk Assessment

    | ◆ | Stock ownership guidelines for executive officers further align their personal wealth with the long-term performance of our company. |

  90. Summary Compensation Table

    Summary Compensation Table The following table presents information regarding compensation of the named executive officers for services provided in 2024, 2023 and 2022:

  91. Summary Compensation Table

    | | | | | | Non-Equity | | | | | | | | Stock | Incentive Plan | All other | | | Name and Principal Position | Year | Salary | Bonus(1) | Awards(2) | Compensation(3) | Compensation(4) | Total | | Wendy L. Simpson(5) | 2024 | $860,000 | $— | $2,950,000 | $1,269,800 | $350 | $5,080,150 | | Executive Chairman | 2023 | 860,000 | — | 2,950,000 | 1,261,000 | 8,210 | 5,079,210 | | | 2022 | 810,000 | — | 2,500,000 | 1,196,016 | 6,875 | 4,512,891 | | Pamela J. Shelley-Kessler(6) | 2024 | 560,000 | — | 1,500,000 | 612,500 | 10,350 | 2,682,850 | | Co-President and | 2023 | 530,000 | — | 1,450,000 | 580,000 | 10,350 | 2,570,350 | | Co-Chief Executive Officer | 2022 | 500,000 | — | 1,220,000 | 546,875 | 10,350 | 2,277,225 | | Clint B. Malin(7) | 2024 | 560,000 | — | 1,500,000 | 612,500 | 10,350 | 2,682,850 | | Co-President and | 2023 | 530,000 | — | 1,450,000 | 580,000 | 8,052 | 2,568,052 | | Co-Chief Executive Officer | 2022 | 500,000 | — | 1,220,000 | 546,875 | 8,624 | 2,275,499 | | Caroline Chikhale(8) | 2024 | 365,000 | 360,000 | 580,000 | — | 9,478 | 1,314,478 | | Executive Vice President and | | | | | | | | | Chief Financial Officer, Treasurer | | | | | | | | | Corporate Secretary | | | | | | | |

  92. Summary Compensation Table

    | (1) Bonus awarded for 2024 was paid in 2025. |

  93. Summary Compensation Table

    | (2) Represents the fair value on the grant date of the stock awards, as required by SEC rules. Under U.S. generally accepted accounting principles, compensation expense with respect to stock awards granted is generally recognized over the vesting periods applicable to the awards. For a discussion of the assumptions and methodologies used to value the stock awards granted refer to Note 11. Equity of Notes to Consolidated Financial Statements included in our company’s 2024 Annual Report on Form 10-K. Named executive officers were awarded the following performance stock units and restricted stock awards: |

  94. Summary Compensation Table

    | a. | During 2024, 2023 and 2022, the following performance stock units were awarded with the number of shares to be earned depending on our TSR over the applicable performance period (“aTSR PSU”). The 2024 aTSR PSUs require a minimum threshold of 9.3% cumulative annual TSR performance, before threshold shares are earned, and they require 22.5% cumulative TSR performance before target shares are earned, each as measured over a three-year performance period. The 2023 and 2022 aTSR PSUs require a minimum threshold of 4.1% cumulative annual TSR performance, before threshold shares are earned, and they require 21.6% cumulative. TSR performance before target shares are earned, each as measured over a four-year performance period, with an opportunity to earn the awards after three years if cumulative TSR performance is at least 3.0% at the end of three years: |

  95. Summary Compensation Table

    | | 2024 | | 2023 | | 2022 | | | | aTSR | Target | aTSR | Target | aTSR | Target | | | PSU | Number | PSU | Number | PSU | Number | | | Award | of PSU | Award | of PSU | Award | of PSU | | Named Executive Officer | Value | Award | Value | Award | Value | Award | | Wendy L. Simpson | $737,500 | 24,534 | $1,475,000 | 31,755 | $1,250,000 | 31,010 | | Pamela J. Shelley-Kessler | 375,000 | 12,475 | 725,000 | 15,608 | 610,000 | 15,133 | | Clint B. Malin | 375,000 | 12,475 | 725,000 | 15,608 | 610,000 | 15,133 | | Caroline Chikhale | 120,000 | 3,992 | n/a | n/a | n/a | n/a |

  96. Summary Compensation Table

    | LTC PROPERTIES, INC. | 53 | 2025 PROXY STATEMENT |

  97. Summary Compensation Table

    | b. | During 2024, the following performance stock units were awarded with the number of shares to be earned depending on our TSR three years relative to the TSR of a predefined peer group (“rTSR PSU”). The 2024 rTSR PSUs require achieving a TSR percentile ranking at the 25th percentile relative to the applicable TSR peer companies before threshold shares for 50% of target are earned, and require achieving a TSR percentile ranking at the 55th percentile relative to the applicable TSR peer companies before target shares are earned, each as measured over a three-year performance period: |

  98. Summary Compensation Table

    | | 2024 | | | | rTSR | Target | | | PSU | Number | | | Award | of PSU | | Named Executive Officer | Value | Award | | Wendy L. Simpson | $737,500 | 22,174 | | Pamela J. Shelley-Kessler | 375,000 | 11,275 | | Clint B. Malin | 375,000 | 11,275 | | Caroline Chikhale | 120,000 | 3,608 |

  99. Summary Compensation Table

    | c. | The following restricted common stock awards were granted during 2024, 2023 and 2022, which vest ratably over a three-year period from the grant date: |

  100. Summary Compensation Table

    | | 2024 | | 2023 | | 2022 | | | | RSA | Number | RSA | Number | RSA | Number | | | Grant | of RSA | Grant | of RSA | Grant | of RSA | | Named Executive Officer | Value | Granted | Value | Granted | Value | Granted | | Wendy L. Simpson | $1,475,000 | 48,014 | $1,475,000 | 39,693 | $1,250,000 | 36,830 | | Pamela J. Shelley-Kessler | 750,000 | 24,414 | 725,000 | 19,510 | 610,000 | 17,973 | | Clint B. Malin | 750,000 | 24,414 | 725,000 | 19,510 | 610,000 | 17,973 | | Caroline Chikhale | 340,000 | 11,068 | n/a | n/a | n/a | n/a |

  101. Summary Compensation Table

    | (3) Represents amounts earned in cash under the Annual Cash Bonus Incentive Plan for performance in 2024, 2023 and 2022 which were paid in 2025, 2024 and 2023, respectively. |

  102. Summary Compensation Table

    | (4) Represents supplemental health insurance provided to named executive officers. The amounts reported in the “All Other Compensation” column for Ms. Simpson, Ms. Shelley-Kessler and Mr. Malin incorrectly included dividend equivalents paid on stock awards in fiscal year 2023 and 2022 since the dividend equivalents were included in the grant date fair value. Accordingly, the 2023 and 2022 “All Other Compensation” for Ms. Simpson, Ms. Shelley-Kessler and Mr. Malin were revised from the proxy statement for the 2024 and 2023 Annual Meeting of Stockholders. Additionally, the amounts reported in the “Total” column have also been revised because the value listed in the “All Other Compensation” column is a component of the “Total” column. |

  103. Summary Compensation Table

    | (5) Began serving as Executive Chairman on December 31, 2024. Served as Chief Executive Officer during the remainder of 2024, as well as 2023 and 2022. |

  104. Summary Compensation Table

    | (6) Began serving as Co-Chief Executive Officer on December 31, 2024. Served as an executive officer, including as Chief Financial Officer, during the remainder of 2024, as well as 2023 and 2022. |

  105. Summary Compensation Table

    | (7) Began serving as Co-Chief Executive Officer on December 31, 2024. Served as an executive officer during the remainder of 2024, as well as 2023 and 2022. |

  106. Summary Compensation Table

    | (8) Began serving as Chief Financial Officer on December 31, 2024. Did not otherwise serve as an executive officer during 2023 or 2022. |

  107. Summary Compensation Table

    | LTC PROPERTIES, INC. | 54 | 2025 PROXY STATEMENT |

  108. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table presents information regarding plan-based awards made in 2024, and as of December 31, 2024 to the named executive officers, and is intended to supplement the Summary Compensation Table on page 53 of this proxy statement:

  109. Grants of Plan-Based Awards

    | | | | | | | | | | All Other | | | | | | | | | Estimated Possible | | | Stock | Grant Date | | | | | Estimated Possible Payouts Under | | | Payouts Under Equity | | | Awards: | Fair Value | | | Grant | Grant | Non-Equity Incentive Plan Awards | | | Incentive Plan Awards | | | Number | of Stock | | Named Executive Officer | Date | Type | Threshold | Target | Max | Threshold | Target | Max | of RSAs | Awards | | Wendy L. Simpson | 2/13/24(1) | RSA | $— | $— | $— | — | — | — | 48,014 | $1,475,000 | | | 2/23/24(2) | PSU | — | — | — | 12,267 | 24,534 | 49,068 | — | 737,500 | | | 2/23/24(3) | | | | | 11,087 | 22,174 | 33,261 | — | 737,500 | | | —(4) | — | 870,750 | 1,161,000 | 2,031,750 | — | — | — | — | — | | Pamela J. Shelley-Kessler | 2/13/24(1) | RSA | — | — | — | — | — | | 24,414 | 750,000 | | | 2/23/24(2) | PSU | — | — | — | 6,238 | 12,475 | 24,950 | — | 375,000 | | | 2/23/24(3) | PSU | — | — | — | 5,638 | 11,275 | 16,913 | — | 375,000 | | | —(4) | — | 420,000 | 560,000 | 980,000 | — | — | — | — | — | | Clint B. Malin | 2/13/24(1) | RSA | — | — | — | — | — | | 24,414 | 750,000 | | | 2/23/24(2) | PSU | — | — | — | 6,238 | 12,475 | 24,950 | — | 375,000 | | | 2/23/24(3) | PSU | — | — | — | 5,638 | 11,275 | 16,913 | — | 375,000 | | | —(4) | — | 420,000 | 560,000 | 980,000 | — | — | — | — | — | | Caroline Chikhale | 2/13/24(1) | RSA | — | — | — | — | — | — | 11,068 | 340,000 | | | 2/23/24(2) | PSU | — | — | — | 1,996 | 3,992 | 7,984 | — | 120,000 | | | 2/23/24(3) | PSU | — | — | — | 1,804 | 3,608 | 5,412 | — | 120,000 | | | —(4) | — | — | — | — | — | — | — | — | — |

  110. Grants of Plan-Based Awards

    | (1) Restricted stock awards were granted under the 2021 Equity Participation Plan and vest ratably over a three-year period from the grant date. |

  111. Grants of Plan-Based Awards

    | (2) The aTSR PSU awards were granted under our 2021 Equity Participation Plan. The grant date fair value is to be earned based on our absolute TSR (“aTSR”) performance over a three-year period starting on the grant date. Threshold amounts for the aTSR performance shown are 50% of the aTSR PSUs granted, target amounts are 100% of the aTSR PSUs granted, and maximum amounts are 200% of the aTSR PSUs granted. No aTSR PSUs are earned for performance below threshold. |

  112. Grants of Plan-Based Awards

    | (3) The rTSR PSU awards were granted under our 2021 Equity Participation Plan. The grant date fair value is to be based on our TSR performance over a three-year period starting on the grant date relative to the TSR of predefined peer group (“rTSR”). Threshold amounts for the rTSR performance shown are 50% of the rTSR PSUs granted, target amounts are 100% of the rTSR PSUs granted, and maximum amounts are 150% of the rTSR PSUs granted. No rTSR PSUs are earned for performance below threshold. |

  113. Grants of Plan-Based Awards

    | (4) The amounts shown represent bonus opportunities for 2024 performance under the Annual Cash Bonus Incentive Plan as approved by the Compensation Committee in May 2024. The actual amount awarded was based on the achievement of certain performance measures as described under “Annual Cash Bonus Incentive Plan” on page 45 of this proxy statement. The awards earned for such performance in 2024 were granted on February 19, 2024 as shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 53 of this proxy statement. |

  114. CEO to Median Employee Pay Ratio

    CEO to Median Employee Pay Ratio As required by the Exchange Act, we are providing information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO as of December 31, 2024. The

  115. CEO to Median Employee Pay Ratio

    | LTC PROPERTIES, INC. | 55 | 2025 PROXY STATEMENT |

  116. CEO to Median Employee Pay Ratio

    applicable rules allow companies to use various assumptions and methodologies in calculating the pay ratio and, accordingly, our pay ratio may not be comparable with the pay ratios of other companies. We identified the median employee by examining 2024 total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K for all individuals, excluding our Co-CEOs, who were promoted and employed by us as of December 31, 2024. We used our payroll records to identify this information. In making this determination, we did not annualize compensation for those employees who did not work for our company for the entire fiscal year. We also did not make any cost of living adjustments in identifying the median employee. Each of our Co-Chief Executive Officers had annual total compensation of $2,682,850 and our median employee had annual total compensation of $290,000. Therefore, we estimate that each of our Co-CEOs’ annual total compensation is 9.3 times that of the median of the annual total compensation of all our employees, excluding our Co-CEOs.

  117. Pay Versus Performance

    Pay Versus Performance As required by the Exchange Act, we are providing information about the total compensation of our CEO on December 2023, 2022, 2021 and 2020, each of our Co-CEOs on December 31, 2024, and the average total compensation of our other named executive officers, as reported in the Summary Compensation Table of this proxy statement and as “compensation actually paid” to such named executive officers compared with our company’s performance. In this discussion, our CEOs in each applicable year is also referred to as our principal executive officer or “PEO,” and our other named executive officers in each applicable year are referred to as our “Non-PEO NEOs.” “Compensation actually paid” is determined pursuant to applicable SEC rules, but such dollar amounts do not necessarily reflect the actual amount of compensation earned or paid during the applicable year. The calculations and analysis below also do not necessarily reflect our approach to aligning compensation with performance. For information concerning our company’s compensation philosophy and how our executive compensation program is designed to align compensation with performance, please see “Executive Compensation Discussion and Analysis” above.

  118. Pay Versus Performance

    | | | | | | | | Average | | | | | | | | Summary | | Summary | | | | Summary | Average | Value of Initial Fixed $100 | | | | | | Compensation | | Compensation | | Summary | | Compensation | Compensation | Investment Based on: | | | Diluted FAD, | | | Table | Compensation | Table | Compensation | Compensation | Compensation | Table | Actually | Company | Peer Group(7) | | Excluding | | | Total for | Actually Paid | Total for | Actually Paid | Table Total for | Actually Paid | Total for | Paid to | Total | Total | | Non-recurring | | | PEO | PEO(1) | PEO | PEO(2) | PEO | PEO(3) | Non-PEO | Non-PEO | Stockholder | Stockholder | | Items, | | Year | Ms. Simpson | Ms. Simpson | Ms. Shelley-Kessler | Ms. Shelley-Kessler | Mr. Malin | Mr. Malin | NEO(4) | NEO(5) | Return(6) | Return(6) | Net Income | per Share | | 2024 | $— | $— | $2,682,850 | $4,315,777 | $2,682,850 | $4,315,777 | $3,197,314 | $5,139,072 | $105.93 | $123.25 | $94,879,000 | $2.67 | | 2023 | 5,079,210 | 3,131,321 | — | — | — | — | 2,569,201 | 1,615,697 | 92.16 | 113.35 | 91,462,000 | 2.75 | | 2022 | 4,512,891 | 3,991,312 | — | — | — | — | 2,276,362 | 2,018,260 | 95.26 | 99.66 | 100,584,000 | 2.68 | | 2021 | 4,076,679 | 2,432,064 | — | — | — | — | 2,076,016 | 1,308,918 | 86.19 | 131.78 | 56,224,000 | 2.43 | | 2020 | 4,087,342 | 3,941,547 | — | — | — | — | 2,058,205 | 1,980,642 | 92.44 | 92.00 | 95,677,000 | 2.97 |

  119. Pay Versus Performance

    | (1) The “Summary Compensation Table Total” row for PEO Ms. Simpson incorrectly included dividend equivalents paid on stock awards in fiscal year 2023, 2022, 2021 and 2020 since the dividend equivalents were included in the grant date fair value. The “Summary Compensation Table Total” and “Compensation Actually Paid” to PEO Ms. Simpson have been revised from the proxy statement for the 2024 and 2023 Annual Meeting of Stockholders. The calculation of “compensation actually paid” to PEO Ms. Simpson reflects the following adjustments: |

  120. Pay Versus Performance

    | | Fiscal Year | Fiscal Year | Fiscal Year | Fiscal Year | Fiscal Year | | | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | $— | $5,079,210 | $4,512,891 | $4,076,679 | $4,087,342 | | Less: Grant Date Fair Value of Stock Awards in Fiscal Year | — | (2,950,000) | (2,500,000) | (2,500,000) | (2,500,000) | | Fair Value of Equity Awards Granted During the Year and Unvested at Year End | — | 2,124,068 | 2,592,074 | 1,879,475 | 1,886,213 | | Change in Fair Value of Equity Awards Granted in Prior Years and Unvested at Year End | — | (1,173,194) | (610,633) | (1,615,636) | (655,436) | | Change in Fair Value of Equity Awards Granted in Prior Years and Vested During the Year | — | 51,237 | (3,020) | 591,546 | 1,123,428 | | Compensation Actually Paid | $— | $3,131,321 | $3,991,312 | $2,432,064 | $3,941,547 |

  121. Pay Versus Performance

    | (2) The calculation of “compensation actually paid” to PEO Ms. Shelley-Kessler reflects the following adjustments: |

  122. Pay Versus Performance

    | LTC PROPERTIES, INC. | 56 | 2025 PROXY STATEMENT |

  123. Pay Versus Performance

    | | Fiscal Year | | | 2024 | | Summary Compensation Table Total | $2,682,850 | | Less: Grant Date Fair Value of Stock Awards in Fiscal Year | (1,500,000) | | Fair Value of Equity Awards Granted During the Year and Unvested at Year End | 1,856,047 | | Change in Fair Value of Equity Awards Granted in Prior Years and Unvested at Year End | 1,222,311 | | Change in Fair Value of Equity Awards Granted in Prior Years and Vested During the Year | 54,569 | | Compensation Actually Paid | $4,315,777 |

  124. Pay Versus Performance

    | (3) The calculation of “compensation actually paid” to PEO Mr. Malin reflects the following adjustments: |

  125. Pay Versus Performance

    | | Fiscal Year | | | 2024 | | Summary Compensation Table Total | $2,682,850 | | Less: Grant Date Fair Value of Stock Awards in Fiscal Year | (1,500,000) | | Fair Value of Equity Awards Granted During the Year and Unvested at Year End | 1,856,047 | | Change in Fair Value of Equity Awards Granted in Prior Years and Unvested at Year End | 1,222,311 | | Change in Fair Value of Equity Awards Granted in Prior Years and Vested During the Year | 54,569 | | Compensation Actually Paid | $4,315,777 |

  126. Pay Versus Performance

    | (4) For fiscal year 2024, Wendy Simpson and Caroline Chikhale are included as the non-PEO NEOs. For fiscal years 2020 through 2023, Pamela Shelley-Kessler and Clint Malin are included as the non-PEO NEOs. |

  127. Pay Versus Performance

    | (5) The “Summary Compensation Table Total” row for Non-PEO NEOs incorrectly included dividend equivalents paid on stock awards in fiscal year 2023, 2022, 2021 and 2020 since the dividend equivalents were included in the grant date fair value. The “Summary Compensation Table Total” and “Compensation Actually Paid” to Non-PEO CEOs have been revised from the proxy statement for the 2024 and 2023 Annual Meeting of Stockholders. The calculation of average “compensation actually paid” to Non-PEO NEOs reflects the following adjustments: |

  128. Pay Versus Performance

    | | Fiscal Year | Fiscal Year | Fiscal Year | Fiscal Year | Fiscal Year | | | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | $3,197,314 | $2,569,201 | $2,276,362 | $2,076,016 | $2,058,205 | | Less: Grant Date Fair Value of Stock Awards in Fiscal Year | (1,765,000) | (1,450,000) | (1,220,000) | (1,220,000) | (1,220,000) | | Fair Value of Equity Awards Granted During the Year and Unvested at Year End | 2,181,712 | 1,044,019 | 1,264,936 | 917,177 | 920,493 | | Change in Fair Value of Equity Awards Granted in Prior Years and Unvested at Year End | 1,455,888 | (572,520) | (301,523) | (848,551) | (395,908) | | Change in Fair Value of Equity Awards Granted in Prior Years and Vested During the Year | 69,158 | 24,997 | (1,515) | 384,276 | 617,852 | | Compensation Actually Paid | $5,139,072 | $1,615,697 | $2,018,260 | $1,308,918 | $1,980,642 |

  129. Pay Versus Performance

    | (6) TSR assumes $100 was invested on December 31, 2020 in our common stock and assumes the reinvestment of dividends. |

  130. Pay Versus Performance

    | (7) The peer group constitutes the National Association of Real Estate Investment Trusts (“NAREIT”) Equity Index. |

  131. Pay Versus Performance

    The tables corresponding to footnotes (1) and (5) above reflect adjustments to the value of awards as required by SEC rules. For a discussion of the assumptions and methodologies used to value the stock awards refer to Note 10. Equity of Notes to Consolidated Financial Statements included in our company’s 2024 Annual Report on Form 10-K.

  132. Pay Versus Performance

    | LTC PROPERTIES, INC. | 57 | 2025 PROXY STATEMENT |

  133. Pay Versus Performance

    The following chart is a description of the relationship between PEOs and non-PEO NEOs “compensation actually paid,” versus LTC’s TSR and Peer Group TSR for each of the last five fiscal years. In general, “compensation actually paid” was lower when TSR was negative and recovered when TSR improved. The following chart is a description of the relationship between PEOs and non-PEO NEOs “compensation actually paid,” versus Net Income for each of the last four fiscal years.

  134. Pay Versus Performance

    | LTC PROPERTIES, INC. | 58 | 2025 PROXY STATEMENT |

  135. Pay Versus Performance

    The following chart is a description of the relationship between PEOs and non-PEO NEOs “compensation actually paid,” versus Diluted FAD, excluding non-recurring items, per share for each of the last five fiscal years.

  136. Pay Versus Performance

    | LTC PROPERTIES, INC. | 59 | 2025 PROXY STATEMENT |

  137. Outstanding Equity Awards at Year-End

    Outstanding Equity Awards at Year-End The following table presents information regarding the outstanding equity awards held by the named executive officers as of December 31, 2024:

  138. Outstanding Equity Awards at Year-End

    | | Stock Awards | | | | | | | | Equity | Equity | | | | | Incentive | Incentive | | | | | Plan Awards: | Plan Awards: | | | Number of | Market Value | Number of | Market Value | | | Shares or | of Shares | Shares or | of Shares | | | Units of | or Units of | Units of | or Units of | | | Stock that | Stock that | Stock that | Stock that | | | have not | have not | have not | have not | | Named Executive Officer | Vested | Vested(1) | Vested | Vested(1) | | Wendy L. Simpson | 86,753(2) | $2,997,316 | 135,635(5) | $4,686,189 | | Pamela J. Shelley-Kessler | 43,412(3) | 1,499,885 | 67,258(5) | 2,323,764 | | Clint B. Malin | 43,412(3) | 1,499,885 | 67,258(5) | 2,323,764 | | Caroline Chikhale | 19,756(4) | 682,570 | 21,484(5) | 742,272 |

  139. Outstanding Equity Awards at Year-End

    | (1) The market value is the number of shares that have not vested multiplied by the closing market price of our common stock as reported by the NYSE on December 31, 2024, the last trading day of 2024. |

  140. Outstanding Equity Awards at Year-End

    | (2) Represents the number of outstanding unvested RSAs which vest as follows: 12,277 on February 9, 2025; 13,231 on February 8, 2025 and 2026; 16,004 on February 13, 2025; and 16,005 on February 13, 2026 and 2027. |

  141. Outstanding Equity Awards at Year-End

    | (3) Represents the number of outstanding unvested RSAs which vest as follows: 5,991 on February 9, 2025; 6,503 on February 8, 2025; 6,504 on February 8, 2026; and 8,138 on February 13, 2025, 2026 and 2027. |

  142. Outstanding Equity Awards at Year-End

    | (4) Represents the number of outstanding unvested RSAs which vest as follows: 2,947 on February 9, 2025; 2,870 on February 8, 2025; 2,871 on February 8, 2026; 3,689 on February 13, 2025 and 2026; and 3,690 on February 13, 2027. |

  143. Outstanding Equity Awards at Year-End

    | (5) Represents aTSR PSUs and rTSR PSUs. The amounts listed are at 100% of the target aTRS PSU and rTRS PSU awarded, representing the aTSR PSUs and rTSR PSUs that would be earned with target performance. However, our aTSR performance over the interim performance period from award date through December 31, 2024, would be 67% of target for 2021 awards, 180% of target for 2022 awards, 106% of target for 2023 awards, and 200% of target for the 2024 award. Our rTSR performance over the interim performance period from the award date through December 31, 2024, would be 100% of target for 2024 awards. |

  144. Option Exercises and Stock Vested

    Option Exercises and Stock Vested During 2024, no options were awarded to Named Executive Officers. The following table shows the number of shares and value of restricted common stock and PSUs that vested related to each of the named executive officers for the year ended December 31, 2024:

  145. Option Exercises and Stock Vested

    | | Stock Awards | | | | Number of | | | | Shares | Value | | | Acquired | Realized | | Named Executive Officer | on Vesting | on Vesting(1) | | Wendy L. Simpson | 35,366 | $1,094,120 | | Pamela J. Shelley-Kessler | 17,305 | 535,352 | | Clint B. Malin | 17,305 | 535,352 | | Caroline Chikhale | 8,182 | 253,218 |

  146. Option Exercises and Stock Vested

    | (1) The value realized is the number of shares that vested multiplied by the closing market price of our common stock as reported by the NYSE on the vesting date for restricted common stock and measurement date for PSUs. This differs from the compensation expense in the Summary Compensation Table on page 53 of this proxy statement, which is determined using the fair value on the grant date of the stock award. |

  147. Option Exercises and Stock Vested

    | LTC PROPERTIES, INC. | 61 | 2025 PROXY STATEMENT |

  148. Potential Payments Upon Termination or Change In Control

    Potential Payments Upon Termination or Change In Control As described under “Severance and Other Benefits Upon Termination of Employment or Change in Control” on page 51 of this proxy, we have provided the named executive officers with employment agreements that provide certain severance and other benefits depending on the circumstances surrounding their termination of employment with us, including upon a change in control of our company. In addition to the benefits referenced below, upon termination of employment with us, the executive generally is entitled to amounts or benefits earned or accrued during the term of employment, including earned but unpaid salary.